Common use of Authorization; No Conflict; No Violation Clause in Contracts

Authorization; No Conflict; No Violation. (a) The execution and delivery by the Company of this Agreement and each of the other Transaction Documents and the performance of its obligations hereunder and thereunder; (b) the filing of the Restated Articles with the Secretary of State of the State of Nevada or such other appropriate authority or agency in the State of Nevada; (c) the effectuation of the Reverse Split; (d) the issuance, sale and delivery to the Purchaser of the Shares; and (e) the issuance and delivery of the Preferred Stock Conversion Shares have been duly authorized by all requisite corporate action on the part of the Company’s Board of Directors and shareholders (other than items (b), (c) and (d), which are subject to the requisite shareholder approval of the Restated Articles and the Reverse Split) and will not (i) result in a violation of the Company’s Articles of Incorporation, as amended or modified (the “Charter”), or the Company’s Bylaws, as amended or modified (the “Bylaws”), (ii) result in a violation of any applicable law, rule or regulation, or any applicable order, injunction, judgment or decree of any court or other agency of government, except such violations that would not result in a Material Adverse Change, (iii) conflict with, result in a breach of, or constitute (or, with due notice or lapse of time or both, would constitute) a default under, or give rise to any right of termination, acceleration or cancellation under, any indenture, agreement, contract, license, arrangement, understanding, evidence of indebtedness, note, lease or other instrument to which the Company or any of its properties or assets is bound, (iv) result in the creation or imposition of any Lien, charge, restriction, claim or encumbrance of any nature whatsoever upon the Company or any of the Company’s properties or assets, or (v) require any consent, approval, notification, waiver or other similar action from any third party (other than the requisite shareholder approval of the Restated Articles and the Reverse Split). A true, correct and complete copy of the Bylaws is attached as Exhibit C to this Agreement.

Authorization; No Conflict; No Violation. (a) The Purchaser’s execution and delivery by the Company of this Agreement each Transaction Document to which it is a party and each of the other Transaction Documents and the performance of its obligations hereunder and thereunder; (b) the filing of the Restated Articles with the Secretary of State of the State of Nevada or such other appropriate authority or agency in the State of Nevada; (c) the effectuation of the Reverse Split; (d) the issuance, sale and delivery to the Purchaser of the Shares; and (e) the issuance and delivery of the Preferred Stock Conversion Shares have thereunder has been duly authorized by all requisite corporate action on and, assuming the part of the Company’s Board of Directors registrations, approvals, filings, consents and shareholders (other than items (b)actions contemplated by Section 3.04 are obtained or made, (c) and (d), which are subject to the requisite shareholder approval of the Restated Articles and the Reverse Split) and will not (iv) result in a violation of the CompanyPurchaser’s Articles of Incorporation, as amended or modified (the “Charter”), or the Company’s Bylaws, as amended or modified (the “Bylaws”)organizational documents, (iiw) result in a violation of any applicable law, rule or regulation, or any applicable order, injunction, judgment or decree of any court or other agency of government, except such violations that would not result in a Material Adverse Change, (iiix) conflict with, result in a breach of, or constitute (or, with due notice or lapse of time or both, would constitute) a default under, or give rise to any right of termination, acceleration or cancellation under, any material indenture, agreement, contract, license, arrangement, understanding, evidence of indebtedness, note, lease or other instrument to which the Company Purchaser or any of its properties or assets is bound, (ivy) result in the creation or imposition of any Lien, charge, restriction, claim or encumbrance of any nature whatsoever Lien upon the Company Purchaser or any of the CompanyPurchaser’s properties or assets, assets or (vz) require any consent, approval, notification, waiver or other similar action from any third party party, except as such violation, conflict, breach, default, right, Lien or failure would not, individually or in the aggregate, in the case of (other than w), (x), (y) or (z), be reasonably expected to cause a material adverse change in the requisite shareholder approval business, operations, assets, liabilities, properties or condition (financial or otherwise) or results of operations of Purchaser and as would not, individually or in the aggregate, prevent consummation of any of the Restated Articles and transactions contemplated hereby or otherwise prevent Purchaser from performing its obligations under the Reverse Split). A true, correct and complete copy of the Bylaws Transaction Documents to which it is attached as Exhibit C to this Agreementa party.